Exhibit 4.1 


 


Cancer
Genetics, inc.

Omnibus Warrant Amendment





This
Omnibus Warrant Amendment (this “Amendment”)
is entered into as of June 30, 2018 (the “Effective Date”), by and among Cancer Genetics, Inc., a Delaware
corporation (the “Company”), as issuer, and each of Partners for Growth IV, L.P., a Delaware limited
partnership (“PFG”), PFG Equity Investors, LLC, a Delaware limited liability company, and SVB Financial
Group, a Delaware corporation (each a “Holder” and collectively, “Holders”).
Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in those certain Warrants
issued by the Company to PFG and its designees named above dated as of March 22, 2017 (the “PFG Warrants”).


 


Recitals


 


Whereas,
the Company and its Subsidiary entered into that certain Loan and Security Agreement with PFG on March 22, 2017 (as amended, the
“Loan Agreement”);


 


Whereas,
the Company is concurrently entering into that certain Joinder & Modification No. 2 to Loan and Security Agreement with PFG
and in connection therewith the parties desire to modify the terms of the PFG Warrants;


 


Now,
Therefore, in consideration of the foregoing
premises, the agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


Agreement


 


1.
Amendment of Exchange Price. The Exchange Price under each of the PFG Warrants shall be amended to read:


 


(a)
In the heading to each Warrant:


 


	Exchange
    Price:	See
    Section 1,2, subject to adjustment


 


(b)
Section 1.2 shall be replaced and superseded with the following (with the restated Section 1.2 in quotation marks for reading
convenience only):


 


“
1.2 Exchange Price. Subject to adjustment under Section 4 of this Warrant during the term of this Warrant, the price per
Share at which the shares of Warrant Stock are issuable upon conversion of this Warrant shall be $0.92, subject to adjustment
under Section 4 (the “Exchange Price”).”


 




    	 



    	 



    

 


(c)
Reduction in Number of Shares. Section 1.8 of the Warrants is deleted and of no force and effect, with no adjustment to
the Number of Shares under the Warrants being applicable based on the Company having failed to meet the required performance criteria
as set forth therein.


 


2.
Counterparts; Binding Effect. This Amendment may be signed in one or more counterparts, each of which shall be deemed
an original and all of which, taken together, shall be deemed one and the same document. A counterpart of this Amendment bearing
the signature of the Company and Holders shall be filed and retained in the records of the Company. This Amendment shall be binding
upon the Company and each Holder, regardless of the binding effect on any individual Holder.


 


[Signature
Pages Follow]


 




    	2



    	 



    

 


In
Witness Whereof, this Omnibus Warrant Amendment
has been executed by the parties hereto as of the Effective Date.


 


	COMPANY:	 	HOLDER:
	 	 	 
	Cancer Genetics, Inc.	 	Partners for Growth IV, L.P.
	a Delaware corporation	 	 	 
	 	 	 	 	 
	By:
    	/s/
    John A. Roberts	 	By:
    	/s/
    Philip Lawson
	 	 	 	 	 
	Name:
    	John
    A. Roberts	 	Name:
    	
    Philip Lawson
	 	 	 	 	 
	Title:
    	Chief
    Executive Officer	 	Title:
    	Manager,
    Partners for Growth IV, LLC, its General Partner
	 	 	 	 	 
	HOLDER:	 	HOLDER:
	 	 	 	 	 
	SVB FINANCIAL GROUP	 	pfg
    equity investors, llc
	 	 	 	 	 
	By:
    	/s/
    Erin Pfeifer	 	By:
    	/s/
    Philip Lawson
	 	 	 	 	 
	Name:
    	Erin Pfeifer	 	Name:
    	Philip Lawson
	 	 	 	 	 
	Title:
    	Senior
    Fixed Income Portfolio Manager	 	Title:
    	Manager


 


 Omnibus
Warrant Amendment (CGI)